March 2, 2015
Company Name:

GMO Internet, Inc.
(TSE First Section, Code: 9449)

Address:

26-1 Sakuragaoka-cho Shibuya-ku Tokyo JAPAN

Representative:

Masatoshi Kumagai, CEO and Representative Director

Contact:

Masashi Yasuda, Managing Director

Telephone:+81 3 5456 2555

URL:

http://www.gmo.jp/en

Consolidated Subsidiary, GMO CLICK Holdings Approved for Public Listing
On October 31, 2014 GMO Internet, Inc. consolidated subsidiaries, GMO CLICK Holdings, Inc. and FX Prime
by GMO Corporation, executed a Stock Swap Agreement under which GMO CLICK Holdings would become
the wholly-owning parent company of FX Prime by GMO. The Stock Swap agreement was approved byextraordinary stockholders meetings convened by both companies on December 24, 2014, with an effective
date of April 1, 2015.
Following the decision, GMO CLICK Holdings proceeded with a public listing application to Tokyo Stock
Exchange, and today received approval to be listed on the JASDAQ market.

1. Overview of GMO CLICK Holdings, Inc. after Stock Swap
(1)

Company Name

GMO CLICK Holdings, Inc.

(2)

Date of ListingApril 1, 2015

(3)

Stock ExchangeTokyo Stock Exchange (JASDAQ Market)(4)

Stock Code7177(5)

Business
Financial Holdings Company
Description(6)

Date EstablishedApril 1, 2015(7)

Address

20-1 Sakuragaokacho, Shibuya-ku, Tokyo, JAPAN(8)

CEOHiroyasu Kito

(9)

CapitalJPY 100,000,000(10)Outstanding Shares*114,353,409 (tentative)(11)

Fiscal Year

Year to March 31

1

*Based on the Stock Swap ratio and the status of shareholdings in FX Prime by GMO and GMO CLICK HD
on September 30, 2014, and December 31, 2014 respectively.

2. Timeline
March 2, 2015 (Monday)

Listing approval (GMO CLICK Holdings)

March 26, 2015 (Thursday)

Last day of trading (FX Prime byGMO)

March 27, 2015 (Friday)

Date of delisting (FX Prime byGMO)

April 1, 2015 (Wednesday)

Effective date of Stock Swap

April 1, 2015 (Wednesday)

Date of listing (GMO CLICK Holdings)*The above dates are subject to change upon agreement of the two companies due to progress ofregulatory procedures or other factors.

3．Outlook
As a result of the Stock Swap, GMO CLICK Holdings will become the wholly-owning parent and FX Prime by
GMO will become a wholly-owned subsidiary. GMO CLICK Holdings shares will be listed in a technical listing.
The listing is expected to take place on April 1, 2014, the effective date of the Stock Swap. In accordance withRule 604.2.1.3 and Rule 601.1.9b of the Securities Listing Regulations, in the event that the Tokyo Stock
Exchange deems that the listed company is not a substantial surviving company, the listing may enter into a
probation period where viability of the surviving company is monitored following an “Inappropriate merger,etc.”.
Even after a probation period commences, GMO CLICK Holdings will remain listed, and if the company meets
the Tokyo Stock Exchange Standards for New Listing within three fiscal years (between April 1, 2015 andMarch 31, 2018 then the probation will be lifted. However, if the company does not meet these standards
within three years, GMO CLICK Holdings may be delisted.
Currently, GMO CLICK HOLDINGS is under evaluation to determine to determine that it meets the Tokyo
Stock Exchange Standards for New Listing by the effective date of the Stock Swap and is making make every
effort to ensure that a probation period is not declared.
GMO Internet holds more than 90% of voting rights in GMO CLICK HD, and is thus defined as a Special
Controlling Shareholder under the revised Company Act due to be enacted on May 1, 2015 (Article 179.1). Asa Special Controlling Shareholder the company expects to gain the right to demand that all holders of sharesand equity warrants other than the Special Controlling Shareholder must sell all shares back to the company
without requiring a resolution of a general shareholders assembly.
Finally, because FX Prime by GMO is already a consolidated subsidiary of GMO CLICK Holdings, the Stock
Swap is not expected to materially impact consolidated forecasts.

2

(Reference) Consolidated Results Forecast (announced February 5, 2015)
Consolidated

Consolidated

Consolidated

Consolidated

Net Sales

Operating Profit

Ordinary Profit

Net Profit

JPY 121,000 million

JPY 14,300 million

JPY 14,300 million

JPY 6,500 million

JPY 109,368 million

JPY 12,931 million

JPY 12,734 million

JPY 5,841 million

Current Forecast(FYE12/2015)
Previous Term Results(FYE12/2014)3